Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As
of December 31, 2021, Twelve Seas Investment Company II (“we,” “our,” “us” or the “Company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one share of Class A common stock (as defined below) and one-third of one redeemable warrant
(as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the “units”),
(ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”), and (iii) its public warrants, with
each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 110,000,000 shares of common stock,
including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common stock, $0.0001
par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material
terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our
amended and restated certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as
an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5
is a part.


 


Defined
terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one redeemable warrant. Only whole warrants are exercisable.
Each whole warrant entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement, a warrantholder may
exercise his, her or its warrants only for a whole number of shares of common stock.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A
common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders, except as required by law. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as
of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to
the limitations described herein. Our sponsor, officers and directors will enter into a letter agreement with us, pursuant to which they
will agree to waive their redemption rights with respect to any founder shares and placement shares and any public shares held by them
in connection with the completion of our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we
complete the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 






     


     


    

 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described in the Report.


 


Redeemable
Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of March 2, 2022 and 30 days after the completion of our initial
business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares
of Class A common stock.


 


The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to
net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of
a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock
underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable
upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating
to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of our initial business combination, warrantholders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a
registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified
period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective
registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants
on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to
exercise their warrants on a cashless basis.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


		●	upon
not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
period”) to each warrantholder; and



 


		●	if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period
commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrantholders.



 






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If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price
of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage
of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common
stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless
exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and
its permitted transferees would still be entitled to exercise their placement warrants for cash or on a cashless basis using the same
formula described above that other warrantholders would have been required to use had all warrantholders been required to exercise their
warrants on a cashless basis, as described in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


The
warrants have certain anti-dilution and adjustments rights upon certain events.


 


The
warrants were issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a
copy of the warrant agreement, which was filed with the Registration Statement, for a complete description of the terms and conditions
applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the
terms of the warrants and the warrant agreement set forth in the Registration Statement, or defective provision, but requires the approval
by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests
of the registered holders of public warrants.


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A
common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation
of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price,
and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater
of the Market Value and the Newly Issued Price.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrantholders do not have the rights or privileges of holders of Class A common stock and any
voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A
common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters
to be voted on by stockholders.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock
to be issued to the warrantholder.


 






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